Standard Usage Right Agreement for Medixine Suite (Software)

GRANT. Subject to the provisions contained herein and payment of applicable usage fees, Medixine, ltd.
("MEDIXINE") hereby grants to you ("Licensee") a non-exclusive license to use the version(s) of the
proprietary software product ("Software") stated above and related documentation ("Documentation")
for which you have paid MEDIXINE or its authorized distributor. The exact functionalities that you have
the right to use are specified in your purchasing agreement. For the usage fee you have paid you have the
right to use the Software, as long as you fulfil the terms of your purchasing agreement.

FEES AND TAXES. A usage fee is required for all use of the of the Software. The usage fee depends on the
quantity of use and is calculated per user or per the size of the population or any other metrics (such as
but not limiting to the number of transactions) as specified in your purchasing agreement.
Prices and Fees are exclusive of and Licensee is responsible for all applicable taxes on the sale, license, or
use of the Software and Documentation or on the provision of Services, except for taxes based on
MEDIXINE's net income.

RESTRICTED USE. The Software is protected by the copyright laws of Finland and of other countries and
international copyright treaties. You may not copy the Software, except for backup or archival purposes.
Any such copy shall be subject to this Agreement and shall contain all of MEDIXINE's notices regarding
proprietary rights as contained in the Software MEDIXINE originally provided to you. This license does not
grant you any right to any enhancement to the Software. Updates that correct errors in the Software are
included in the usage fee. Enhancements, if available, may be obtained at MEDIXINE's then current
standard pricing, terms, and conditions and Medixine may also at its own and sole discretion offer
enhancements to the Software free of additional charges to you. You may not lend, rent, lease or
otherwise transfer the Software and you may not use the software to act as a paid or unpaid application
service provider (ASP) or equivalent. This Restricted Use provision, and the following listed Title and
Content provisions shall apply to all MEDIXINE Software used by Licensee.

TITLE. Title, ownership rights, and intellectual property rights in and to the Software and Documentation
shall remain in MEDIXINE. This Agreement does not include the right to sublicense the Software and may
not be assigned (by operation of law or otherwise) or transferred without the prior written consent of
MEDIXINE. You agree not to attempt to decipher, decompile, reverse engineer, or disassemble the
Software or develop derivative works of the Software or knowingly allow others to do so, except to the
extent applicable laws specifically prohibit such restrictions. You may not modify or create derivative
works of the Software.

REPRESENTATION AND INDEMNIFICATION. 
MEDIXINE represents that the grant of this usage right does not violate copyrights of any third parties. MEDIXINE shall indemnify and hold harmless you, your officers, directors and employees from and against all liability, claims, loss, damage, injury or expense, including reasonable attorneys' fees, arising out of a breach, or allegation of infringement which, if true, would constitute a breach of MEDIXINE's aforementioned representation. This indemnification shall be limited by the below stated Limitation of Liability provision, except the limitation therein shall not apply to costs
and damages finally awarded as a result of any claim or suit brought against you alleging that the MEDIXINE Software or Documentation furnished hereunder infringes copyrights of third parties. The indemnification obligation of MEDIXINE shall be valid only in case you (i) notify MEDIXINE within thirty (30) days of such claim or suit (ii) provide MEDIXINE with the sole authority to defend and settle such claim or suit with counsel of MEDIXINE’s (iii) you cooperate at the cost of MEDIXINE to a reasonable extent in the defence and settlement, and (iv) do not of your own accord acknowledge or accept any such claim from any third party. The indemnification covering infringement, however, shall be void in the event that any such claim of infringement is caused by Licensee's unauthorized modification, alteration or use of the Software or Documentation.

LIMITED WARRANTY. MEDIXINE warrants that for a period of ninety (90) days from the date of
acquisition, the Software, if operated as directed, will substantially achieve the functionality described in
the Documentation. MEDIXINE does not warrant, however, that your use of the Software will be
uninterrupted or that the operation of the Software will be error-free or secure. In addition, the security
mechanism implemented by the Software has inherent limitations and you must determine that the
software sufficiently meets your needs. MEDIXINE's sole liability for any breach of this warranty shall be,
in MEDIXINE's sole discretion: (i) to advise you how to achieve substantially the same functionality with
the Software as described in the Documentation through a procedure different from that set forth in the
Documentation; or (ii) if the above remedy is impracticable, to refund the usage fee you paid for the
Software covering the time that the Software has not been used due to the error. Repaired, corrected, or
replaced Software and Documentation shall be covered by this limited warranty for the period remaining
under the warranty that covered the original Software, or if longer, for thirty (30) days after the date (a)
of shipment to you of the repaired or replaced Software, or (b) MEDIXINE advised you how to operate the
Software so as to achieve the functionality described in the Documentation. Only if you inform MEDIXINE
of your problem with the Software during the applicable warranty period and provide evidence of the
date you acquired the Software will MEDIXINE be obligated to honour this warranty. THIS IS A LIMITED
WARRANTY AND IT IS THE ONLY WARRANTY MADE BY MEDIXINE. MEDIXINE MAKES NO OTHER EXPRESS
OR IMPLIED WARRANTY AND EXPRESSLY DISCLAIMS ALL WARRANTIES OF MERCHANTABILITY AND OF
FITNESS FOR A PARTICULAR PURPOSE. NO MEDIXINE DEALER, AGENT, OR EMPLOYEE IS AUTHORIZED TO
MAKE ANY MODIFICATIONS, EXTENSIONS, OR ADDITIONS TO THIS WARRANTY.
If any modifications are made to the Software by you during the warranty period; if the media is subjected
to accident, abuse, or improper use; or if you violate the terms of this Agreement, then this warranty shall
immediately be terminated. This warranty shall not apply if the Software is used on or in conjunction with
hardware or programs other than the unmodified version of hardware and programs with which the
Software was designed to be used as described in the Documentation.
SOME COUNTRIES, STATES OR JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF IMPLIED WARRANTIES,
SO THE ABOVE EXCLUSION MAY NOT APPLY TO YOU. THIS WARRANTY GIVES YOU SPECIFIC LEGAL RIGHTS,
AND YOU MAY HAVE OTHER LEGAL RIGHTS THAT VARY FROM COUNTRY TO COUNTRY, STATE TO STATE
OR BY JURISDICTION.
In case you pay a continuous usage fee for the use of Software based on the quantity of use as stated in
chapter Fees and Taxes above and fulfil the requirements of your purchasing agreement the warranty
period is extended to cover the time that you use the Software.
NOT FAULT TOLERANT. The software products may contain technologies that are not fault tolerant and is
not designed, manufactured or intended to be used in environments or applications in which the failure
of the software products could lead to death, personal injury, or severe physical, property or
environmental damage.
LIMITATION OF LIABILITY. UNDER NO CIRCUMSTANCES AND UNDER NO LEGAL THEORY, TORT,
CONTRACT, OR OTHERWISE, SHALL MEDIXINE OR ITS SUPPLIERS OR RESELLERS BE LIABLE TO YOU OR ANY
OTHER PERSON FOR ANY INDIRECT, SPECIAL, INCIDENTAL, OR CONSEQUENTIAL DAMAGES OF ANY
CHARACTER INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOSS OF GOODWILL, WORK STOPPAGE,
COMPUTER FAILURE OR MALFUNCTION, OR ANY AND ALL OTHER COMMERCIAL DAMAGES OR LOSSES, OR
FOR ANY DAMAGES IN EXCESS OF MEDIXINE'S USAGE PRICE FOR A LICENSE TO THE SOFTWARE AND
DOCUMENTATION, EVEN IF MEDIXINE SHALL HAVE BEEN INFORMED OF THE POSSIBILITY OF SUCH
DAMAGES, OR FOR ANY CLAIM BY ANY OTHER PARTY.
YOU ACKNOWLEDGE THAT THE USAGE FEES PAID BY YOU REFLECT THE ALLOCATION OF RISK SET FORTH
IN THIS AGREEMENT AND THAT MEDIXINE WOULD NOT ENTER INTO THIS AGREEMENT WITHOUT THESE
LIMITATIONS ON ITS LIABILITY.
NOTHING IN THIS AGREEMENT SHALL BE CONSTRUED AS EXCLUDING OR LIMITING LIABILITY FOR FRAUD.
THIS LIMITATION OF LIABILITY SHALL NOT APPLY TO LIABILITY FOR DEATH OR PERSONAL INJURY TO THE
EXTENT APPLICABLE LAW PROHIBITS SUCH LIMITATION. FURTHERMORE, SOME JURISDICTIONS DO NOT
ALLOW THE LIMITATION OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES SO THE ABOVE
LIMITATIONS MAY NOT APPLY TO YOU.

ROLE OF MEDIXINE. The role of MEDIXINE hereunder is solely that of a licensor of a generic software
product. Irrespective of your field of activity or utilization examples for Software presented by MEDIXINE
or in the Documentation, MEDIXINE is not in any way involved or associated with your utilization of the
Software. You shall indemnify and hold MEDIXINE harmless from any and all claims or suits brought
against MEDIXINE on the basis of your utilization of the Software.

TERM AND TERMINATION. This Agreement shall continue as long as Licensee is in compliance with the
provisions herein, including payment of all applicable fees. Either party may terminate this Agreement
immediately in the event of default by the other party. Upon any termination of this Agreement, Licensee
shall immediately discontinue the use of the Software and shall within ten (10) days return to MEDIXINE
all copies of the Software and Documentation. Licensee may also terminate this Agreement at any time by
destroying the Software and Documentation and all copies thereof. Licensee's obligations to pay accrued
charges and fees shall survive any termination of this Agreement.

MISCELLANEOUS. This Agreement represents the complete and exclusive statement of the agreement
concerning this license between the parties and supersedes all prior agreements and representations
between them. It may be amended only by a writing executed by both parties.
THE ACCEPTANCE OF ANY PURCHASE ORDER PLACED BY YOU FOR THE SOFTWARE AND/OR
DOCUMENTATION IS EXPRESSLY MADE CONDITIONAL ON LICENSEE'S ASSENT TO THE TERMS AND
CONDITIONS SET FORTH HEREIN, AND NOT THOSE CONTAINED IN LICENSEE'S PURCHASE ORDER.
If any provision of this Agreement is held to be unenforceable for any reason, such provision shall be
reformed only to the extent necessary to make it enforceable, and such decision shall not affect the
enforceability (i) of such provision under other circumstances or (ii) of the remaining provisions hereof
under all circumstances. This Agreement shall be governed by and construed under the law of the
republic of Finland. This Agreement will not be governed by the United Nations Convention of Contracts
for the International Sale of Goods, the application of which is hereby expressly excluded.